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Delek Group Ltd 7, Giborei Israel St., P.O.B 8464, Industrial Zone South, Netanya 42504, Israel Tel: 972 9 8638444, 972 9 8638555 Fax: 972 9 8854955 www.delek-group.com ANNUAL REPORT 2009 ANNUAL ANNUAL REPORT 2009 DelekDelek Group Group Ltd Ltd 7,7, Giborei Giborei Israel Israel St., St., P.O.B P.O.B 8464, 8464, Industrial Industrial Zone Zone South, South, Netanya Netanya 42504, 42504, Israel Israel Tel:Tel: 972 972 9 98638444, 8638444, 972 972 9 98638555 8638555 Fax: Fax: 972 972 9 98854955 8854955 www.delek-group.comwww.delek-group.com IMPORTANT This document is an unofficial translation for convenience only of the Hebrew original of December 31, 2009 financial report of Delek Group Ltd. that was submitted to the Tel-Aviv Stock Exchange and the Israeli Securities Authority on March 26, 2009. The Hebrew version submitted to the TASE and the Israeli Securities Authority shall be the sole binding legal version. Table of Contents: Chapter A Corporate Description Chapter B Board of Directors Report on the State of the Company’s Affairs Chapter C Financial Statements for December 31, 2009 Chapter D Additional Information on the Corporation Description of the Corporation's Business Table of Contents Part One – Description of the General Development of the Company's Business...............2 1.1 Company operations and business development.......................................................3 1.2 Segments of Operation ..............................................................................................7 1.3 Equity investments in the Company and transactions in its shares............................7 1.4 Distribution of dividends .............................................................................................9 Part Two – Other Information ..................................................................................................11 1.5 Financial information related to the Group's segments of operation ........................11 1.6 General environment and impact of external factors................................................14 Part Three – Description of the Corporation's Business by Segment of Operation..........18 1.7 Refining and Fuels in the USA .................................................................................18 1.8 Fuel Products Segment in Israel ..............................................................................52 1.9 The Fuel Products Segment in Europe ....................................................................91 1.10 The Automotive Segment.......................................................................................107 1.11 Energy ....................................................................................................................130 1.12 Insurance and Finance in Israel .............................................................................185 1.13 Insurance segment in the U.S. ...............................................................................231 1.14 Additional operations..............................................................................................251 Part Four – Matters Relating to Operations of the Company as a Whole.........................264 1.15 Property, plant and equipment ...............................................................................264 1.16 Human resources ...................................................................................................264 1.17 Finance...................................................................................................................265 1.18 Taxation..................................................................................................................267 1.19 Company guarantees and liens..............................................................................267 1.20 Legal proceedings and insurance ..........................................................................268 1.21 Business goals and strategy ..................................................................................268 1.22 Financial details concerning geographic regions....................................................268 1.23 Discussion of risk factors........................................................................................268 A-1 Part One – Description of the General Development of the Company's Business Key: In this report the following abbreviations have the following meanings: Company or Delek Group - Delek Group Ltd. IDE - IDE Technologies Ltd Excellence - Excellence Investments Ltd. Gadot - Gadot Biochemical Industries Ltd. Delek Ashkelon - I.P.P. Delek Ashkelon Ltd. Delek Europe - Delek Europe Holdings Ltd. Delek Energy - Delek Energy Systems Ltd. Delek Benelux - Delek Benelux B.V. Delek Investments - Delek Investments and Properties Ltd. Delek Refining - Delek Refining Inc. Delek Israel - Delek The Israel Fuel Corporation Ltd. Delek Real Estate - Delek Real Estate Ltd. Delek Petroleum - Delek Petroleum Ltd. Delek Infrastructure - Delek Infrastructure Ltd. Delek Automotive - Delek Automotive Systems Ltd. Delek Capital - Delek Capital Ltd. Delek USA - Delek US Holdings Inc. HOT - HOT Cable Media Systems Ltd. The Phoenix - The Phoenix Holdings Ltd. Republic - Republic Companies Group Inc. Avner Partnership - Avner Oil and Gas Exploration – Limited Partnership Delek Drilling Partnership - Delek Drilling – Limited Partnership A-2 1.1 Company operations and business development 1.1.1 Delek Group Ltd. ( "the Company") is a holding company that controls numerous corporations (the Company and the companies it controls are hereinafter referred to, for the sake of convenience as "the Group" or "Delek Group"). 1.1.2 The Company was incorporated on October 26, 1999 as a public company1. 1.1.3 The following chart illustrates the Group's major holdings as of March 25, 2010: 1 The Company was incorporated as part of reorganization of the Group in 1999, in which Group operations were separated and divided into three main subsidiaries, with the Company established as a parent company. Prior to the reorganization, Group operations were included under Delek The Israel Fuel Corporation Ltd., which was incorporated on December 12, 1951 and is currently, following the reorganization, responsible for the fuel product segment in Israel. A-3 DELEK GROUP LTD. 100% 100% 94% Delek Capital Delek Investments and Properties Delek Petroleum 26.7% 28.6% 54.9% 79.7% 64% 100% 80% 77.4% 97% Delek Delek Gadot Delek the 3% Delek Delek Phoenix Automotive Energy Biochemical Israel Fuel Infrastru-cture Hungary Ltd. Systems Systems Industries Corporation 20% 100% 73.4% 100% 65.9% 100% **58.7% **62.3% 50% 100% Delek Europe Held Delek Drilling IDE Delek Avner Oil Delek companies in Republic Excellence – Limited Technologies Delek USA Motors Exploration Ashkelon 100% fuel segment Partnership Ltd. in Israel Delek Benelux 100% 100% MAPCO Express (the Fuel ** The indicated holdings in Delek Drilling and Avner Partnership are cumulative holdings of Delek Delek Investments, which holds approx. 89% of the stock in Delek Energy, and of Delek Energy. For details of Product Refinery the holdings see par. 1.12 below. Segment in the *** Including holdings for subsidiaries. USA) A-4 1.1.4 The Delek Group is one of the largest, most dynamic investment companies operating in Israel. The Group is holdings company with a variety of investments in Israel and abroad, with operations including, inter alia, refining, gas stations, energy, automotive, finance and insurance, and biochemicals. In recent years the Group’s operations have expanded considerably, both in the energy segment which was initially the core of Group operations, and in other segments. In the course of its business during 2008 – 2009 and proximate to the report date, the Group's material developments were as follows: 2008 Refining and fuel products in the U.S.: On November 20, 2008 an explosion at the Tyler refinery resulted in an outbreak of fire. Two employees were killed and others were injured. The refinery was shut down following the explosion. As a result of this incident, Delek Refining was unable to supply its customers with those products that they usually purchase from the refinery. In 2009, reconstruction of the refinery was completed, and as of this date, the refinery has resumed normal operations. For more information relating to the explosion and its implications, including insurance coverage, see section 1.7.2(B). below. 2009 Energy segment: In February 2009, drilling at the Tamar-1 site off the coast of Haifa ended with the discovery of commercial gas quantities. Delek Drilling and Avner ("the Partnership") each have a 15.6% stake in the drilling. The drilling at Tamar-1 was executed at a water depth of about 1,680 m. and reached a final depth of about 4,900 m. In August 2009, the partnership announced that according to an independent evaluation carried out by NSAI, the average economic potential of the natural gas reserves in the Tamar field is approx. 7.7 TCF (approx. 218 BCM). In august 2009, the partnerships announced their approval for the operators of the Tamar and Dalit projects to sign contracts for the purchase of equipment and services, which may be required for development of the Tamar and Dalit natural gas fields at a total amount of approx. USD 230 million (for all partners). In April 2009, production tests carried out at the Dalit-1 drill site were successfully completed. During the production tests, natural gas flowed at a maximum rate of 33 million cubic feet per
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